Exhibit 10.2


 


MARKWEST HYDROCARBON, INC.


1996 STOCK INCENTIVE PLAN


(as amended 2005)


 


Section 1. Purpose.


 


“The purpose of
the Plan is to promote the interests of the Company and its stockholders by
aiding the company in attracting and retaining management personnel capable of
assuring the future success of the Company and the services of experienced and
knowledgeable independent directors, to offer such individuals incentives to
put forth maximum efforts for the success of the Company’s business and to afford
such individuals an opportunity to acquire a proprietary interest in the
Company.


 


Section 2. Definitions.


 


As used in the Plan, the
following terms shall have the meanings set forth below:


 


(a)     “Affiliate”
shall mean (i) any entity that, directly or indirectly through one or more
intermediaries, is controlled by the Company, and (ii) any entity in which
the Company has a significant equity interest, in each case as determined by
the Committee. The Partnership shall be deemed an Affiliate as of the Effective
Date.


 


(b)     “Award” shall mean any Option, Stock
Appreciation Right, Restricted Stock, Restricted Stock Unit, Performance Award,
Dividend Equivalent or Other Stock-Based Award granted under the Plan.


 


(c)     “Award Agreement” shall mean any written
agreement, contract or other instrument or document evidencing any Award
granted under the Plan.


 


(d)     “Code” shall mean the Internal Revenue Code
of 1986, as amended from time to time, and any regulations promulgated
thereunder.


 


(e)     “Committee” shall mean a committee of the
Board of Directors of the Company designated by such Board to administer the
Plan, which shall consist of members appointed from time to time by the Board
of Directors.


 


(f)      “Company” shall mean MarkWest Hydrocarbon, Inc.,
a Delaware corporation, and any successor corporation.


 


(g)     “Dividend Equivalent” shall mean any right
granted under Section 6(e) of the Plan.


 


(h)     “Effective Date” shall mean the date, if
any, on which the consummation of the Reorganization Transactions occurs.


 


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(i)      “Eligible
Person” shall mean any employee or officer of the Company or any Affiliate of
any Director who the committee determines to be an Eligible Person.  A Director of the Company who is not also an
employee of the Company or an affiliate may be an Eligible Person.


 


(j)      “Fair Market Value” shall mean, with
respect to any property (including, without limitation, any Shares or other
securities), the fair market value of such property determined by such methods
or procedures as shall be established from time to time by the Committee.


 


(k)     “Incentive Stock Option” shall mean an
option granted under Section 6(a) of the Plan that is intended to
meet the requirements of Section 422 of the Code or any successor provision.


 


(l)      “Non-Qualified Stock Option” shall mean an
option granted under Section 6(a) of the Plan that is not intended to
be an Incentive Stock Option.


 


(m)    “Option”
shall mean an Incentive Stock Option or a Non-Qualified Stock Option.


 


(n)     “Other Stock-Based Award” shall mean any
right granted under Section 6(f) of the Plan.


 


(o)     “Participant” shall mean an Eligible Person
designated to be granted an Award under the Plan.


 


(p)     “Partnership” shall mean MarkWest
Hydrocarbon Partners, Ltd., a Colorado limited partnership.


 


(q)     “Performance Award” shall mean any right
granted under Section 6(d) of the Plan.


 


(r)      “Person” shall mean any individual,
corporation, partnership, association or trust.


 


(s)     “Plan” shall mean this 1996 Stock Incentive
Plan, as amended from time to time.


 


(t)      “Reorganization Transactions” shall mean
those transactions contemplated by the Reorganization Agreement to be entered
into among the Company, the Partnership and the other parties thereto.


 


(u)     “Restricted Stock” shall mean any Share
granted under Section 6(c) of the Plan.


 


(v)     “Restricted Stock Unit” shall mean any unit
granted under Section 6(c) of the Plan evidencing the right to
receive a Share (or a cash payment equal to the Fair Market Value of a Share)
at some future date.


 


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(w)    “Rule 16b-3” shall mean Rule 16b-3
promulgated by the Securities and Exchange Commission under the Securities
Exchange Act of 1934, as amended, or any successor rule or regulation.


 


(x)      “Shares” shall mean shares of Common
Stock, $.01 par value, of the Company or such other securities or property as
may become subject to Awards pursuant to an adjustment made under Section 4(c) of
the Plan.


 


(y)     “Stock
Appreciation Right” shall mean any right granted under Section 6(b) of
the Plan.


 


(z)      “Director” shall mean a member of the
Board of Directors of the Company.


 


Section 3. Administration.


 


(a)     Power and Authority of the Committee.
The Plan shall be administered by the Committee. Subject to the express
provisions of the Plan and to applicable law, the Committee shall have full
power and authority to: (i) designate Participants; (ii) determine
the type or types of Awards to be granted to each Participant under the Plan; (iii) determine
the number of Shares to be covered by (or with respect to which payments,
rights or other matters are to be calculated in connection with) each Award; (iv) determine
the terms and conditions of any Award or Award Agreement; (v) amend the
terms and conditions of any Award or Award Agreement and accelerate the
exercisability of Options or the lapse of restrictions relating to Restricted
Stock, Restricted Stock Units or other Awards; (vi) determine whether, to
what extent and under what circumstances Awards may be exercised in cash, Shares,
other securities, other Awards or other property, or canceled, forfeited or
suspended; (vii) determine whether, to what extent and under what
circumstances cash, Shares, other securities, other Awards, other property and
other amounts payable with respect to an Award under the Plan shall be deferred
either automatically or at the election of the holder thereof or the Committee;
(viii) interpret and administer the Plan and any instrument or agreement
relating to, or Award made under, the Plan; (ix) establish, amend, suspend
or waive such rules and regulations and appoint such agents as it shall
deem appropriate for the proper administration of the Plan; and (x) make
any other determination and take any other action that the Committee deems
necessary or desirable for the administration of the Plan. Unless otherwise
expressly provided in the Plan, all designations, determinations,
interpretations and other decisions under or with respect to the Plan or any
Award shall be within the sole discretion of the Committee, may be made at any
time and shall be final, conclusive and binding upon any Participant, any
holder or beneficiary of any Award and any employee of the Company or any
Affiliate. In exercising its authority pursuant to the Plan, the Committee shall
adhere to all provisions of the Code as are applicable to the grant, issuance
and exercise of any Award.


 


(b)     Replacement of Partnership Options.
In addition to the power and authority granted to the Committee under Section 3(a) hereof,
the Committee shall have full power and authority to make grants of Options to
employees of the Partnership who shall become employees of the Company pursuant
to the Reorganization Transactions, which grants shall be effective only on and
after the Effective Date, and which Options shall serve to replace options held
by such 


 


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employees for equity in the Partnership by
substantially equivalent rights to purchase Shares in the Company. The
Committee shall determine, in its sole discretion, the terms and conditions of
Award Agreements related to such Options.


 


(c)     Delegation. The Committee may
delegate its powers and duties under the Plan to one or more officers of the
Company or any Affiliate or a committee of such officers, subject to such
terms, conditions and limitations as the Committee may establish in its sole
discretion; provided, however, that the Committee shall not
delegate its powers and duties under the Plan with regard to officers or
directors of the Company or any Affiliate who are subject to Section 16 of
the Securities Exchange Act of 1934, as amended.


 


Section 4. Shares Available
for Awards.


 


(a)     Shares
Available. Subject to adjustment as provided in Section 4(c), the
number of Shares available for granting Awards under the Plan shall be 925,000.
Shares to be issued under the Plan may be either Shares reacquired and held in
the treasury or authorized but unissued Shares. If any Shares covered by an
Award or to which an Award relates are not purchased or are forfeited, or if an
Award otherwise terminates without delivery of any Shares, then the number of
Shares counted against the aggregate number of Shares available under the Plan
with respect to such Award, to the extent of any such forfeiture or
termination, shall again be available for granting Awards under the Plan. The
Company shall at all times keep available the number of Shares to satisfy
Awards granted under the Plan.


 


(b)     Accounting for Awards. For purposes
of this Section 4, if an Award entitles the holder thereof to receive or
purchase Shares, the number of Shares covered by such Award or to which such
Award relates shall be counted the date of grant of such Award against the
aggregate number of Shares available for granting Awards under the Plan.


 


(c)     Adjustments. In the event that the
Committee shall determine that any dividend or other distribution (whether in
the form of cash, Shares, other securities or other property),
recapitalization, stock split, reverse stock split, reorganization, merger,
consolidation, split-up, spin-off, combination, repurchase or exchange of
Shares or other securities of the Company, issuance of warrants or other rights
to purchase Shares or other securities of the Company or other similar
corporate transaction or event affects the Shares such that an adjustment is
determined by the Committee to be appropriate in order to prevent dilution or
enlargement of the benefits or potential benefits intended to be made available
under the Plan, then the Committee shall, in such manner as it may deem
equitable, adjust any or all of (i) the number and type of Shares (or
other securities or other property) which thereafter may be made the subject of
Awards, (ii) the number and type of Shares (or other securities or other
property) subject to outstanding Awards and (iii) the purchase or exercise
price with respect to any Award; provided, however, that the
number of Shares covered by any Award or to which such Award relates shall
always be a whole number.


 


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Section 5. Eligibility.


 


(a)     Designation of Participants. Any
Eligible Person, including any Eligible Person who is an officer or director of
the Company or any Affiliate, shall be eligible to be designated a Participant.
In determining which Eligible Persons shall receive an Award and the terms of
any Award, the Committee may take into account the nature of the services
rendered by the respective Eligible Persons, their present and potential
contributions to the success of the Company or such other factors as the
Committee, in its discretion, shall deem relevant. Notwithstanding the
foregoing, an Incentive Stock Option may only be granted to full or part-time
employees (which term as used herein includes, without limitation, officers and
directors who are also employees) and an Incentive Stock Option shall not be
granted to an employee of an Affiliate unless such Affiliate is also a “subsidiary
corporation” of the Company within the meaning of Section 424(f) of
the Code or any successor provision.


 


(b)     Award Limitations Under the Plan. No
Eligible Person, who is an employee of the Company at the time of grant, may be
granted any Award or Awards, the value of which Awards are based solely on an
increase in the value of the Shares after the date of grant of such Awards, for
more than 20,000 Shares, in the aggregate, in any one calendar year, beginning
with the period commencing on the Effective Date and ending on December 31,
2006. The foregoing annual limitation specifically includes the grant of any
Awards representing “qualified performance-based compensation” within the
meaning of Section 162(m) of the Code.


 


Section 6. Awards.


 


(a)     Options. The Committee is hereby
authorized to grant Options to Participants with the following terms and
conditions and with such additional terms and conditions not inconsistent with
the provisions of the Plan as the Committee shall determine:


 


(i)        Exercise Price. The purchase
price per Share purchasable under an Option shall be determined by the
Committee; provided, however, that such purchase price shall not
be less than 100% of the Fair Market
Value of a Share on the date of grant of such Option.


 


(ii)       Option Term. The term of each
Option shall be fixed by the Committee.


 


(iii)      Time and Method of Exercise. The Committee
shall determine the time or times at which an Option may be exercised in whole
or in part and the method or methods by which, and the form or forms
(including, without limitation, cash, Shares, promissory notes, other
securities, other Awards or other property, or any combination thereof, having
a Fair Market Value on the exercise date equal to the relevant exercise price)
in which, payment of the exercise price with respect thereto may be made or
deemed to have been made.


 


(iv)      Incentive and Non-Qualified Stock
Options. Each Option granted pursuant to the plan shall specify whether it
is an Incentive Stock Option or a Non-qualified Stock Option, provided that the
Committee may in the case of the grant of an Incentive Stock Option give the
Participant the right to receive in its place a Non-qualified Stock Option.


 


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(b)     Stock Appreciation Rights. The
Committee is hereby authorized to grant Stock Appreciation Rights to
Participants subject to the terms of the Plan and any applicable Award
Agreement. A Stock Appreciation Right granted under the Plan shall confer on
the holder thereof a right to receive upon exercise thereof the excess of (i) the
Fair Market Value of one Share on the date of exercise (or, if the Committee
shall so determine, at any time during a specified period before or after the
date of exercise) over (ii) the grant price of the Stock Appreciation
Right as specified by the Committee, which price shall not be less than 100% of
the Fair Market Value of one Share on the date of grant of the Stock
Appreciation Right. Subject to the terms of the Plan and any applicable Award
Agreement, the grant price, term, methods of exercise, dates of exercise,
methods of settlement and any other terms and conditions of any Stock
Appreciation Right shall be as determined by the Committee. The Committee may
impose such conditions or restrictions on the exercise of any Stock
Appreciation Right as it may deem appropriate.


 


(c)     Restricted Stock and Restricted Stock
Units. The Committee is hereby authorized to grant Awards of Restricted
Stock and Restricted Stock Units to Participants with the following terms and
conditions and with such additional terms and conditions not inconsistent with
the provisions of the Plan as the Committee shall determine:


 


(i)        Restrictions. Shares of
Restricted Stock and Restricted Stock Units shall be subject to such
restrictions as the Committee may impose (including, without limitation, any
limitation on the right to vote a Share of Restricted Stock or the right to
receive any dividend or other right or property with respect thereto), which
restrictions may lapse separately or in combination at such time or times, in
such installments or otherwise as the Committee may deem appropriate.


 


(ii)       Stock Certificates. Any Restricted
Stock granted under the Plan shall be evidenced by issuance of a stock
certificate or certificates, which certificate or certificates shall be held by
the Company. Such certificate or certificates shall be registered in the name
of the Participant and shall bear an appropriate legend referring to the terms,
conditions and restrictions applicable to such Restricted Stock. In the case of
Restricted Stock Units, no Shares shall be issued at the time such Awards are granted.


 


(iii)      Forfeiture; Delivery of Shares.
Except as otherwise determined by the Committee, upon termination of employment
(as determined under criteria established by the Committee) during the
applicable restriction period, all Shares of Restricted Stock and all
Restricted Stock Units at such time subject to restriction shall be forfeited
and reacquired by the Company; provided, however, that the
Committee may, when it finds that a waiver would be in the best interest of the
Company, waive in whole or in part any or all remaining restrictions with
respect to Shares of Restricted Stock or Restricted Stock Units. Any Share
representing Restricted Stock that is no longer subject to restrictions shall
be delivered to the holder thereof promptly after the applicable restrictions
lapse or are waived. Upon the lapse or waiver of restrictions and the
restricted period relating to Restricted Stock Units evidencing the right to
receive Shares, such Shares shall be issued and delivered to the holders of the
Restricted Stock Units.


 


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(d)     Performance Awards. The Committee is
hereby authorized to grant Performance Awards to Participants subject to the
terms of the Plan and any applicable Award Agreement. A Performance Award
granted under the Plan (i) may be denominated or payable in cash, Shares
(including, without limitation, Restricted Stock), other securities, other
Awards or other property and (ii) shall confer on the holder thereof the
right to receive payments, in whole or in part, upon the achievement of such
performance goals during such performance periods as the Committee shall
establish. Subject to the terms of the Plan and any applicable Award Agreement,
the performance goals to be achieved during any performance period, the length
of any performance period, the amount of any Performance Award granted, the
amount of any payment or transfer to be made pursuant to any Performance Award
and any other terms and conditions of any Performance Award shall be determined
by the Committee.


 


(e)     Dividend Equivalents. The Committee
is hereby authorized to grant to Participants Dividend Equivalents under which
such Participants shall be entitled to receive payments (in cash, Shares, other
securities, other Awards or other property as determined in the discretion of
the Committee) equivalent to the amount of cash dividends paid by the Company
to holders of Shares with respect to a number of Shares determined by the
Committee. Subject to the terms of the Plan and any applicable Award Agreement,
such Dividend Equivalents may have such terms and conditions as the Committee
shall determine.


 


(f)      Other Stock-Based Awards. The
Committee is hereby authorized to grant to Participants such other Awards that
are denominated or payable in, valued in whole or in part by reference to, or
otherwise based on or related to, Shares (including, without limitation,
securities convertible into Shares), as are deemed by the Committee to be
consistent with the purpose of the Plan; provided, however, that
such grants must comply with Rule 16b-3 and applicable law. Subject to the
terms of the Plan and any applicable Award Agreement, the Committee shall
determine the terms and conditions of such Awards. Shares or other securities
delivered pursuant to a purchase right granted under this Section 6(f) shall
be purchased for such consideration, which may be paid by such method or
methods and in such form or forms (including without limitation, cash, Shares,
promissory notes, other securities, other Awards or other property or any
combination thereof), as the Committee shall determine, the value of which
consideration, as established by the Committee, shall not be less than 100% of
the Fair Market Value of such Shares or other securities as of the date such purchase
right is granted.


 


(g)     General.


 


(i)        No
Cash Consideration for Awards. Awards shall be granted for no cash
consideration or for such minimal cash consideration as may be required by
applicable law.


 


(ii)       Awards
May Be Granted Separately or Together. Awards may, in the discretion
of the Committee, be granted either alone or in addition to, in tandem with or
in substitution for any other Award or any award granted under any plan of the
Company 


 


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or any Affiliate other than the Plan. Awards granted
in addition to or in tandem with other Awards or in addition to or in tandem
with awards granted under any such other plan of the Company or any Affiliate
may be granted either at the same time as or at a different time from the grant
of such other Awards or awards.


 


(iii)      Forms of Payment Under Awards.
Subject to the terms of the Plan and of any applicable Award Agreement,
payments or transfers to be made by the Company or an Affiliate upon the grant,
exercise or payment of an Award may be made in such form or forms as the
Committee shall determine (including, without limitation, cash, Shares,
promissory notes, other securities, other Awards or other property or any
combination thereof), and may be made in a single payment or transfer, in
installments or on a deferred basis, in each case in accordance with rules and
procedures established by the Committee. Such rules and procedures may
include, without limitation, provisions for the payment or crediting of reasonable
interest on installment or deferred payments or the grant or crediting of
Dividend Equivalents with respect to installment or deferred payments.


 


(iv)      Limits on Transfer of Awards. No
Award and no right under any such Award shall be transferable by a Participant
otherwise than by will or by the laws of descent and distribution; provided,
however, that, if so determined by the Committee, a Participant may, in
the manner established by the Committee, designate a beneficiary or
beneficiaries to exercise the rights of the Participant and receive any
property distributable with respect to any Award upon the death of the
Participant. Each Award or right under any Award shall be exercisable during
the Participant’s lifetime only by the Participant or, if permissible under
applicable law, by the Participant’s guardian or legal representative. No Award
or right under any such Award may be pledged, alienated, attached or otherwise
encumbered, and any purported pledge, alienation, attachment or encumbrance
thereof shall be void and unenforceable against the Company or any Affiliate.


 


(v)       Term of Awards. The term of each
Award shall be for such period as may be determined by the Committee.


 


(vi)      Restrictions; Securities Exchange
Listing. All certificates for Shares or other securities delivered under
the Plan pursuant to any Award or the exercise thereof shall be subject to such
stop transfer orders and other restrictions as the Committee may deem advisable
under the Plan or the rules, regulations and other requirements of the
Securities and Exchange Commission and any applicable federal or state
securities laws, and the Committee may cause a legend or legends to be placed
on any such certificate to make appropriate reference to such restrictions. If
the Shares or other securities are traded on a securities exchange, the Company
shall not be required to deliver any Shares or other securities covered by an
Award unless and until such Shares or other securities have been admitted for
trading on such securities exchange.


 


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Section 7. Amendment and
Termination; Adjustments.


 


Except to the extent prohibited by applicable law and
unless otherwise expressly provided in an Award Agreement or in the Plan:


 


(a)     Amendments to the Plan. The Board of
Directors of the Company may amend, alter, suspend, discontinue or terminate
the Plan; provided, however, that, notwithstanding any other
provision of the Plan or any Award Agreement, without the approval of the
stockholders of the Company, no such amendment, alteration, suspension,
discontinuation or termination shall be made that, absent such approval:


 


(i)        would
cause Rule 16b-3 to become unavailable with respect to the Plan;


 


(ii)       would
violate the rules or regulations of the Nasdaq National Market, any other
securities exchange or the National Association of Securities Dealers, Inc.
that are applicable to the Company; or


 


(iii)      would
cause the Company to be unable, under the Code, to grant Incentive Stock
Options under the Plan.


 


(b)     Amendments to Awards. The Committee
may waive any conditions of or rights of the Company under any outstanding
Award, prospectively or retroactively. The Committee may not amend, alter,
suspend, discontinue or terminate any outstanding Award, prospectively or
retroactively, without the consent of the Participant or holder or beneficiary
thereof, except as otherwise herein provided.


 


(c)     Correction of Defects, Omissions and
Inconsistencies. The Committee may correct any defect, supply any omission
or reconcile any inconsistency in the Plan or any Award in the manner and to
the extent it shall deem desirable to carry the Plan into effect.


 


Section 8. Income Tax
Withholding; Tax Bonuses.


 


(a)     Withholding.
In order to comply with all applicable federal or state income tax laws or
regulations, the Company may take such action as it deems appropriate to ensure
that all applicable federal or state payroll, withholding, income or other
taxes, which are the sole and absolute responsibility of a Participant, are
withheld or collected from such Participant. In order to assist a Participant
in paying all or a portion of the federal and state taxes to be withheld or
collected upon exercise or receipt of (or the lapse of restrictions relating
to) an Award, the Committee, in its discretion and subject to such additional
terms and conditions as it may adopt, may permit the Participant to satisfy
such tax obligation by (i) electing to have the Company withhold a portion
of the Shares otherwise to be delivered upon exercise or receipt of (or the
lapse of restrictions relating to) such Award with a Fair Market Value equal to
the amount of such taxes or (ii) delivering to the Company Shares other
than Shares issuable upon exercise or receipt of (or the lapse of restrictions
relating to) such Award with a Fair Market Value equal to the amount of such
taxes. The election, if any, must be made on or before the date that the amount
of tax to be withheld is determined.


 


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(b)     Tax Bonuses. The Committee, in its
discretion, shall have the authority, at the time of grant of any Award under
this Plan or at any time thereafter, to approve cash bonuses to designated
Participants to be paid upon their exercise or receipt of (or the lapse of
restrictions relating to) Awards in order to provide funds to pay all or a
portion of federal and state taxes due as a result of such exercise or receipt
(or the lapse of such restrictions). The Committee shall have full authority in
its discretion to determine the amount of any such tax bonus.


 


Section 9. General Provisions.


 


(a)     No Rights to Awards. No Eligible
Person, Participant or other Person shall have any claim to be granted any
Award under the Plan, and there is no obligation for uniformity of treatment of
Eligible Persons, Participants or holders or beneficiaries of Awards under the
Plan. The terms and conditions of Awards need not be the same with respect to
any Participant or with respect to different Participants.


 


(b)     Award Agreements. No Participant will
have rights under an Award granted to such Participant unless and until an
Award Agreement shall have been duly executed on behalf of the Company.


 


(c)     No Limit on Other Compensation
Arrangements. Nothing contained in the Plan shall prevent the Company or
any Affiliate from adopting or continuing in effect other or additional
compensation arrangements, and such arrangements may be either generally
applicable or applicable only in specific cases.


 


(d)     No Right to Employment. The grant of
an Award shall not be construed as giving a Participant the right to be
retained in the employ of the Company or any Affiliate, nor will it affect in
any way the right of the Company or an Affiliate to terminate such employment
at any time, with or without cause. In addition, the Company or an Affiliate
may at any time dismiss a Participant from employment free from any liability
or any claim under the Plan, unless otherwise expressly provided in the Plan or
in any Award Agreement.


 


(e)     Governing Law. The validity, construction
and effect of the Plan or any Award, and any rules and regulations
relating to the Plan or any Award, shall be determined in accordance with the
laws of the State of Colorado.


 


(f)      Severability. If any provision of
the Plan or any Award is or becomes or is deemed to be invalid, illegal or
unenforceable in any jurisdiction or would disqualify the Plan or any Award
under any law deemed applicable by the Committee, such provision shall be
construed or deemed amended to conform to applicable laws, or if it cannot be
so construed or deemed amended without, in the determination of the Committee,
materially altering the purpose or intent of the Plan or the Award, such
provision shall be stricken as to such jurisdiction or Award, and the remainder
of the Plan or any such Award shall remain in full force and effect.


 


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(g)     No Trust or Fund Created. Neither
the Plan nor any Award shall create or be construed to create a trust or
separate fund of any kind or a fiduciary relationship between the Company or
any Affiliate and a Participant or any other Person. To the extent that any
Person acquires a right to receive payments from the Company or any Affiliate
pursuant to an Award, such right shall be no greater than the right of any
unsecured general creditor of the Company or any Affiliate.


 


(h)     No Fractional Shares. No fractional
Shares shall be issued or delivered pursuant to the Plan or any Award, and the
Committee shall determine whether cash shall be paid in lieu of any fractional
Shares or whether such fractional Shares or any rights thereto shall be
canceled, terminated or otherwise eliminated.


 


                (i)      Headings.
Headings are given to the Sections and subsections of the Plan solely as a
convenience to facilitate reference. Such headings shall not be deemed in any
way material or relevant to the construction or interpretation of the Plan or
any provision thereof.


 


Section 10. Effective Date of
the Plan.


 


The Plan shall be effective as of the Effective Date,
subject to approval by the stockholders of the Company within one year
thereafter.


 


Section 11. Term of the Plan.


 


Unless the Plan shall have been discontinued or
terminated as provided in Section 7(a), the Plan shall terminate on the
tenth anniversary of the Effective Date. No Award shall be granted after the
termination of the Plan. However, unless otherwise expressly provided in the
Plan or in an applicable Award Agreement, any Award theretofore granted may
extend beyond the termination of the Plan, and the authority of the Committee
provided for hereunder with respect to the Plan and any Awards, and the
authority of the Board of Directors of the Company to amend the Plan, shall
extend beyond the termination of the Plan.


 


Section 12. 
Code Section 409A.


 


                To
the extent that the Board of Directors of the Company determines that a
Participant would be subject to the additional 20% tax imposed on certain
deferred compensation arrangements pursuant to Section 409A of the
Internal Revenue Code as a result of any provision of any Award, such provision
shall be deemed amended to the minimum extent necessary to address and minimize
such additional tax.  The Board of
Directors of the Company shall determine the nature and scope of such amendment.


 


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